


When the Bough Breaks

by seirina



Category: The Nanny
Genre: F/M
Language: English
Status: In-Progress
Published: 2014-01-21
Updated: 2014-06-26
Packaged: 2018-01-09 11:36:50
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 18
Words: 21,194
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1145506
Author URL: https://archiveofourown.org/users/seirina/pseuds/seirina
Summary: <blockquote class="userstuff">
              <p>Set pre-series, just before and after Sara Sheffield's death. How does CC cope when Sara's youngest daughter clings to her?</p>
            </blockquote>





	1. Chapter 1

CC Babcock sat at Maxwell Sheffield's desk, her posture impeccable, one long leg draped over the other. She held the telephone to her ear with one hand and tapped the elegantly manicured nails of the other in a staccato rhythm against the burnished wood.

"Tell him," she said, "that if I don't have a signed contract in my hand by three o'clock, he can forget about this role." She paused to listen to the agent's response. "No, I'm finished negotiating. The salary and benefits won't be changing."

CC rolled her eyes. "No, as I've repeated to you people several times, we are not prepared at this time to change his billing. What we are prepared to do is recast. Mind the three o'clock deadline," she finished crisply, and hung up the phone, effectively silencing the complaints of the agent of the current—but only just—male lead of Sheffield Productions' newest venture: a reimagining of West Side Story.

CC stood, biting out a "Fucking playboy actors" as she straightened her skirt. Where George Winston had gotten the idea that his salary offer was going to increase exponentially, she had no idea.

A little voice called out from near the door, "Fucking pwayboy actors," and CC nearly tripped on the edge of the Persian rug as the sound broke through her disgruntled musings.

The youngest Sheffield toddled into the room, dragging a blue afghan in one hand and a well-loved bear in the other. She smiled toothily up at CC and repeated in her baby voice, "Fucking pwayboy actors," and bobbed her head, waiting for the grownup to praise her new words.

CC lifted her hand to her temple, feeling a headache beginning to pound there. Sara still hadn't forgiven her for, ah, expanding B… Bax… the boy's vocabulary, and now the littlest one just had to be in the room for the granddaddy of all curse words.

The child began to repeat the phrase again, but CC cut her off, kneeling awkwardly on the floor beside her and reaching for her toy. "May I see your nice bear?" CC had never managed baby talk in her life, but this kid seemed to respond to her more than the other two ever had.

Nodding solemnly, Grace held the stuffed animal out to her, and said loudly, "Fucking bear!" Her grin lit her face, and CC couldn't help smiling back as she took the toy.

At that moment, the butler entered the office, and raised an eyebrow both at Miss Grace's exclamation and Miss Babcock's extremely unlikely location on the floor near the child. "Your handiwork, I presume? For shame, Miss Babcock, do you want everyone to think she's being raised in a barn like you were?"

"I'm sure you'd know something about spending too much time around farm animals, wouldn't you, Niles?" CC sniffed.

He leaned over to collect the child, who squirmed in his arms and began whimpering. "Yes, unfortunately, I've known you for about five decades now." Turning his attention to the baby, he asked, tenderness coloring his tone, "What is it, Miss Grace? Do you want mean old Miss Babcock to return your bear?"

Grace reached towards CC, who tried to hand her the toy. The little girl let it fall from her grasp, and continued stretching her arms out towards the tall blonde woman.

CC raised an eyebrow. "What does she want?" She asked Niles, unsure what to do.

"Poor little thing, it seems that she wants you. There's a first time for everything, I suppose." The other two children had never made a sign of approaching Babcock, so even the unflappable Niles found this new development somewhat astonishing.

"You're kidding, right? I'm wearing Chanel," CC explained, gesturing to her pristine ivory suit.

"Ah, yes. Much more important that a living, breathing child," Niles nodded, entirely unsurprised by her reaction. He turned to go, running a soothing hand over the baby's back.

CC shrugged. It wasn't like that living, breathing child didn't have a houseful of adults catering to her every whim. Quirking her lips into something like a smile, CC picked up the bear and placed it on the green leather sofa. It was kind of nice to be wanted, even by a sticky, incomprehensible little creature.


	2. Chapter 2

"Fucking playboy actors, CC? What are her nursery school teachers going to think of me?" Sara's amusement threatened to overcome her indignation as she and CC sat having afternoon tea in the solarium.

CC smirked at her friend and dropped a sugar cube into her hand painted teacup. "That you have a much more interesting life than they previously imagined."

Sara laughed out loud and sipped at her drink. "Meanwhile, tell me what brought that comment on. And  _do_  try to limit the profanity around the children, would you?"

"I told you about George, didn't I?" CC asked breezily. "He thought his mediocre, ah, performance would earn him a raise."

"Oh, CC, you slept with him?" Since marrying Maxwell, Sara seemed not to remember that she, too, had had a few adventures as a single woman. Her disapproval was clear.

CC scowled. "Do you hear yourself? Have you forgotten Bryn Mawr? And  _Haverford_?" She waggled her eyebrows. "Of course I slept with him." She shrugged. "Why wouldn't I have?" She relaxed back into her chair, recrossing her legs.

Sara elected not to question her professionalism. She had never known CC to respond well to criticism. "Well, you know what I think about you and—"

"That," CC cut her off, "is never going to happen." She popped a butter cookie into her mouth and savored the subtle taste of it. "How many times do I have to ask you to stop bringing it up?"

"As many times as I have to ask you not to teach the children about fucking playboy actors, I guess," Sara responded, winking at CC.

CC laughed and raised her teacup in a salute, changing the topic to a simply exquisite boutique she had found the other day.

As the conversation drifted away from anything noteworthy, Niles flipped the switch on the intercom and sat down at the kitchen table, munching absent-mindedly on one of his butter cookies. Babcock always cut off conversations when they got interesting. It was like she knew he was listening with bated breath. He resolved to find out just what Mrs. Sheffield meant about Miss Babcock and… someone. Poor man, he thought to himself. The vicious blonde would eat him alive. He didn't let himself think too much about  _George_. Even silently, he attached disdain to the name. If Niles ever got a chance with Babcock, she certainly wouldn't call his performance mediocre, no sir. Not that he'd tolerate being that close to such a harpy. Shaking his head as if to clear it of such awful thoughts, Niles rose to go check on the children.

Miss Margaret was in the living room, watching a cartoon about singing rabbits on television. Master Brighton was in his room, the small hand-held video game he'd received earlier that week consuming all his attention. And Miss Grace, who from her earliest moments had never been in need of electronic entertainment, sat at the child-sized table in the playroom, clutching a yellow crayon and leaning determinedly over a piece of white construction paper

Niles stood in the hall watching her for a moment, and felt a tug in the vicinity of his heart as she bit down on her tongue, a mark of concentration if ever there was one. He took a step into the room, and she turned to him as his weight caused the wood floors to creak.

"Niles!" She exclaimed, and ran to him, abandoning her work.

He leaned down and pulled her into his arms for a hug, then asked her seriously, "How are you, Miss Grace?"

She took his hand and pulled him over to the table. Picking up the paper, she held it out to him proudly.

Niles reached for it, and cocked his head to the side as he studied the drawing. Squiggles in black and blue, with a lot of yellow near the top. "Oh, very nice," he praised, and wondered if he should ask what she had drawn, or if that would offend the little artist.

"Hi, baby," Sara said, walking into the playroom. CC, who had been striding down the hallway with her, peered into the room from a safe distance. Grace let go of Niles's hand and went to her mother, who picked her up and dropped a kiss on her soft hair.

"Mama, pitcher," the little girl said, pointing to the paper Niles still held in his hand. He raised it so Mrs. Sheffield could see.

"What is it, sweetie?" She asked, tilting her head just as Niles had done.

Grace, her lower lip jutting in a pout, caught sight of CC lingering in the hallway, and said "Babcock," reaching her arms towards her.

Sara laughed and eyed Niles. "Did you teach her to call CC that?"

Niles raised his hands, palms outward. "I certainly did not. I try never to speak her name, Mrs. Sheffield," he responded in a stage whisper, shivering for effect.

CC narrowed her eyes. "I'm just surprised he didn't teach her to call me something much worse," she grumbled, walking reluctantly into the playroom.

"I leave the lessons in profanity to the master," he retorted, and CC hid a smile.

Sara watched them with interest, and when CC caught her expression, she said, "Oh no, don't you even start with me," and moved to leave the room.

Grace let out a wail and strained to reach for CC, and Sara called to her friend. "Won't you hold her, just for a moment? She's perfectly clean, hasn't had the sniffles in weeks, and you're wearing black today."

"Sara, I—" CC began to excuse herself, but as soon as she turned around, she found her arms full of a wriggly little girl whose wails turned immediately to gurgles of delight.

"Babcock!" Grace exclaimed again, tangling her fingers in CC's long blonde hair.

CC groaned, and reached to loosen the baby's grip. Just as she grasped her little hand, Grace began to say "Fu—"

Hurriedly, CC pointed to the construction paper Niles still held and said, "What did you draw?"

Grace looked where CC pointed, and said, "Pitcher" before turning to grin adoringly at CC.

"Yes, a picture. What's it of?" CC asked again, and took it out of Niles's hand.

Grace pointed from the scribbles to CC, and said "Babcock."

Sara looked at the picture then back at CC holding her daughter. "CC darling, I think she drew you."

"Where has the child's odd fixation on you come from, Babs?" Niles asked, taking in her sloppy hold on Grace. The little girl was in danger of slipping out of her arms. Niles walked over, plucking the drawing from her grip and handing it to Mrs. Sheffield with one final glance at it. Then he manually repositioned Miss Babcock's hands so that she supported the baby's weight properly before he left the room.

"What's eating him?" CC directed the question at Sara, and looked down at Grace, who had wrapped her legs around her waist and nestled her head against her chest. "Although he does have a point. Why on earth does your daughter like me?"

"What's not to like?" Sara laughed off the question.

"Could you take her? I have work to do." And I'm supremely uncomfortable, she added silently, not wanting to offend Sara but equally unwilling to maintain her hold on the kid.

"It's about time for her nap, anyway," Sara agreed. "Here, trade me," she said, collecting her daughter and handing CC the crayon drawing.

CC wondered what the peculiar feeling was that overtook her as she looked at the messy picture. Though she was sure she would toss it as soon as she left the mansion, she took extra care as she placed the thick piece of paper in her briefcase when she got downstairs.


	3. Chapter 3

CC heard her alarm sounding, but it seemed like it was far away, and unlike most mornings, there was no sight of the sun when she opened her whiskey-heavy eyes.

"What the hell?" She mumbled, and realized that it wasn't her alarm at all, but her telephone ringing. She reached across… the warm body beside her? But it was too late. A groggy, definitely masculine voice drawled, "Hello?"

CC jolted fully awake, and smacked him, hard, on the shoulder. "How many times do I have to tell you not to answer my phone, Winston?" She hissed, and jerked the receiver out of his hand. She resolved to do some serious thinking about her life choices as soon as she dealt with this call.

"CC Babcock," she snapped, and shoved her companion to wake him up. He groaned in protest and flopped over onto his stomach, out of her immediate reach.

"Miss Babcock, you need to come quickly. Mrs. Sheffield has been in an automobile accident. We're at Lenox Hill, and she's asking for you." Niles's voice was stripped of its usual sarcasm and dry humor, and CC sat up in bed, paying no attention to her exposed flesh.

"I'll be right there," she said, her heart racing and all traces of sleep gone from her voice.

"Thank you," Niles responded, swallowing audibly and ending the call.

For an interminable moment, CC held the phone to her ear. Then she turned to the actor in her bed. "Get your clothes on; you need to leave," she ordered flatly.

"Come back to bed," he said lazily, reaching for her breast.

"Get out of my bed and out of my home," she said, and finally the steel in her voice broke through the haze of his hungover half-slumber.

"Couldn't you be a little nicer to me?" He complained. "Didn't I just rock your world?" But he rolled off the mattress and stepped into the tight, low-riding jeans that had gotten her into this situation in the first place.

She snorted. "Not this time, and not last time, and there's not going to be another encore. Out." And as he made his way to her door, muttering unintelligibly and struggling his way into his shirt, CC realized she didn't even have time to shower. Niles had sounded dire, and Sara...

By the time CC made it through the sparse traffic and to the emergency room at Lenox Hill, the sun was beginning to rise on the city. She had just approached the information desk, ready to raise hell to gain access to her friend's room, when Niles silently took her arm and pulled her quickly towards the elevator. He had been waiting for her, and when she looked into his eyes, she shrank back.

"She's… still alive," he said, his face drawn and grey as he pushed the button on the wall.

CC felt an unfamiliar burning behind her eyes. "What do you mean, still?" She demanded. "She's going to be all right, isn't she? This is a good hospital, they're supposed to be able…"

Niles just shook his head, and was saved from responding by a group of doctors and nurses leaving the elevator when it arrived on the ground floor. He took her hand and ushered her inside, then tapped the button to carry them to the intensive care unit.

CC clung to his hand, uneasy with this level of intimacy with the butler, but incapable of letting him go. "What—I mean…" She couldn't verbalize her question.

"She's had a few moments with each of the children, and with me, briefly, and Maxwell has barely left her side. The doctors—" His voice caught. "They say it's a matter of hours. Too much internal bleeding; they can't—"

Again with the burning. "But she, we… just yesterday. Oh my god, Niles." Her disjointed speech matched his own, and he squeezed her hand, once, twice.

At the locked door to the ICU, Niles pressed the intercom and said "Sheffield," his voice stronger than CC could have managed at that point.

The door swung open, and they walked through. A young nurse sat in one of the glass-enclosed patient rooms with the Sheffield children, and CC looked away, walking quickly past them. She pulled Niles along with her, and then slowed, not knowing where to go. Niles stepped beside her and gestured to the left, past the nurses' desk, to another glass door with the curtains drawn.

As they approached the room, they could hear the rumbling of Maxwell's voice, accompanied by the beeps and blows of life-sustaining machines.

Niles pulled back the curtain slightly, and said in a low voice, "She's here."

CC dropped Niles's hand when Maxwell came out of the room, his face streaked with the dried paths of tears. Niles flexed his suddenly cold fingers and thrust them into his pocket as Maxwell pulled CC into his arms.

Urgently, Maxwell said to her, "Go, please. She wants to speak with you. She knows what's happening, CC. I've tried to… but she'll have none of it."

CC pulled away from him and slipped behind the curtain.


	4. Chapter 4

"Thank god you came," Sara whispered, and CC forced herself not to avert her eyes from her friend's broken body.

"Jesus, Sara," CC managed, and sat gingerly on the cot beside her, grasping the woman's cold hand with her own warm one.

"Last time I go out for ice cream in the middle of the night," Sara said, and tried to smile.

CC swallowed a sob.

"I want you to promise me," Sara rasped, all attempts at levity gone, "that you'll take care of my family."

"How can I—" She stopped, and saw Sara watching her, her expression unwavering.

"You can because you're strong, and they're going to need all the strength you've got, Cee. All the strength you and Niles have together, and I'm still not sure…"

"I… yes. You know I will do everything I can." CC's vision clouded with tears.

"No, more than you can. The baby, she's so little and she won't even—" Sara stopped to draw a ragged breath.

"She'll remember you, Sara. I'll make sure of that." CC's determination made Sara close her eyes, something like relief washing over her.

"I love you, and…" Sara trailed off as her thoughts began to wander.

CC watched Sara's eyes close, and tears finally began to fall down her cheeks.

"Max," Sara whispered, and CC stood, gently squeezing Sara's hand before she left.

"She wants you," she said quietly to Maxwell, who hovered just outside the room, and as he went back to his dying wife, Niles held out a box of tissues, his handkerchief already sacrificed too many hours ago.

CC wiped the tears from her face and before she could think better of it, stepped into Niles's arms. Shocked, he dropped the tissues and embraced her. She tucked her head against his shoulder, and he couldn't hold back a shiver as he felt her breath against his neck.

"There, there," he murmured in an attempt to comfort her, and seemingly of its own accord, his hand lifted to her hair, stroking her soothingly. He thought he felt her lips drift lightly across his skin, but he couldn't be sure, and in fact he would always wonder if he had imagined it. And chastise himself for imagining such a thing as a dear woman lay dying mere feet away.

She pulled away from him and said shakily, "I need to sit down."

Niles took her arm, supporting her as they made their way across the hall to a set of chairs. She sat first, while he took a quick walk down the hall to check on the children. They had all fallen into a fitful sleep, knowing something was terribly wrong but unaware of what it was. Miss Margaret cradled her little sister in her arms on one cot, and Master Brighton was curled into a tight ball on the other. Niles adjusted their blankets more securely around them. A new nurse sat with the children, the shifts having changed since Miss Babcock's arrival. Reassured, Niles went back to her, and as he sat down, she spoke.

"She asked me to take care of them," she said, and Niles had never heard such uncertainty in CC Babcock's voice. "What did she say to you?"

Niles paused. "Much the same," he finally responded, not sure he would ever relay to her Sara's exact last words to him.

Lacking the energy to press him, CC nodded, bone-weary. "I don't—I don't know how to do that," she admitted softly.

Niles raised his head to look at her, knowing what such an admission must have cost. "We'll figure it out," he said.

CC nodded, her eyes dry and red and her shoulders squared.


	5. Chapter 5

The week that followed was a time CC would never reflect on afterwards. Sara lived until just before noon on the day that she died, and passed her last moments surrounded by her family. CC spent another hour in her presence, but Sara had ceased speaking by that time, and drifted in and out of consciousness. When the monitor indicated her flatlining heart rate, CC was down the hall getting coffee, and at the flurry of activity, she sucked down the hot, unpalatable liquid and brought herself to her full height.

Head held high, CC walked purposefully to the room and stood beside Maxwell in the hall as doctors released Sara from the tubes and wires that had given her her last few hours of life. She wrapped her arm around his waist and took most of his weight onto her body as he slumped against her. She didn’t know what, precisely, taking care of a family might consist of, but she’d be damned if she didn’t have the intelligence and the willpower to figure it out.

In those first days, CC found that it meant contacting Sara’s parents and her friends, women CC barely tolerated or actively despised, to inform them of the arrangements she also made for the funeral service and burial. Choosing a dress for her to wear, a dress for which CC remembered the shopping trip, and remembered what she had bought that day, too, and the waiter who had flirted with them both over the long lunch they’d had together—that she could handle, though the ache behind her eyes that had started in the hospital seemed never to leave her. 

What she could not handle was the deep sadness that manifested itself in sobs she could hear from behind the closed doors of the children’s rooms, and Maxwell’s complete withdrawal from his family. She, who had loved Sara in a way she had never cared for another living being, could pull her shit together and purchase her only friend’s coffin, but her husband couldn’t even manage to comfort his own children. She lost some respect for Maxwell during that time, a change in their relationship that would never be repaired. 

The brunt of the child-comforting responsibilities fell to Niles, because while CC could stifle her own sorrow and deal with the details of the end of Sara’s life, nothing could change the fact that she was not particularly maternal. The two older children would never have turned to her anyway, and the baby—Niles did his best to keep her occupied, and CC tried not to think about her promise to Sara. Wasn’t it enough that in addition to orchestrating the funeral services, CC also somehow found time to keep the business afloat? Though the production was on hold, the employees still had to be paid to guarantee their presence in a few weeks when the deepest of the mourning was past, and when Maxwell proved unreachable in the days following Sara’s burial, CC wrote bank drafts on her own accounts to cover the costs. 

One day about a month after Sara’s death, CC sat at Maxwell’s desk, completing a telephone call to an investor. Maxwell didn’t even sleep at home most of the time, and she hadn’t seen him in days. The sobs of the children had tapered off, but a gloom enveloped the entire house. CC hated it, but didn’t know what to do about it, so in true Babcock fashion, she concentrated on work well into the night, every night, before dragging herself back to her penthouse. 

As she placed the telephone back on the hook, she glanced up to see the baby watching her from the doorway. Her hair was damp, presumably from a before-bedtime bath, and she wore footy pajamas that would have made even CC smile, if she had a smile in her. The little girl walked into the room and stood beside CC, who watched her, wondering what she would do. 

“Mama,” Grace said, and CC physically recoiled. She looked down at the girl, who was staring intently at a framed photo of Sara that CC hadn’t had the heart to take off the desk, though it sometimes made her eyes fill with unshed tears to look at it. Nearly overcome with relief, CC almost laughed at herself for misunderstanding the child.

Patting CC’s thigh, Grace said, “Up, Babcock,” and looked at her pleadingly. 

CC glanced around the office, and not seeing any alternative and hoping to avoid tears, reached for the child and settled her uncomfortably on her lap. Grace rested her elbow on the desk and her chin on her hand and gazed raptly at the photograph. 

“Mama, where?” She asked, and turned to look intently at CC. 

Oh, god. CC had overheard Niles try to explain more than once to the little girl where her mother had gone, and knew she could do no better job. She reached for the intercom and buzzed for him, but got no response. She closed her eyes and drew in a breath.

A subject change, then. “Where’s your bear?” She asked, running her fingers through the soft, baby fine hair on the little girl’s head. 

Grace studied her. “Bear dead,” she said matter-of-factly.

CC felt her heart clench. “Oh, honey, no,” she said, and the endearment felt foreign on her tongue. “Do you want me to help you find him?”

Nodding, the little girl leaned against CC’s chest and wrapped her arms around her neck, waiting to be carried.

Niles walked into the office then, and said, “Oh, there you are, Miss Grace, I’ve looked everywhere.” He took in the child in Miss Babcock’s arms, and felt a tightness in his chest. “I’m sorry, Miss Babcock, allow me—”

“No,” CC swallowed. “I’ve promised to help her find her bear,” she added, and stood smoothly, her arms coming around Grace’s warm body and cradling the toddler against her.

Niles nodded and stepped aside, holding the door so CC could carry Grace from the room. She made her way up the stairs, and Niles followed a few steps behind, a contemplative expression on his face. 

At the playroom door, CC stopped and fumbled for the light switch. She moved to set Grace down so they could look for the stuffed animal together, but the girl whimpered and clung to her. CC held her and looked helplessly at Niles, who went over to the toy chest and found the bear nestled beneath a board game and some blocks. CC, who generally reserved feelings of such relief for five-digit contributions from investors or opening night standing ovations, mouthed “thank you” to the butler. 

He nodded and turned towards Grace’s nursery, which was lit only by a small lamp near the rocking chair. CC turned to put her charge into the crib, but again the little girl resisted and tightened her arms around CC’s neck. 

Niles tilted his head towards the rocking chair, and CC sat down, relaxing her hold slightly. Grace stretched out in her arms and yawned, curling against CC’s body. Niles put the bear in her hands, and he blinked back moisture as the little girl smiled for the first time since Sara’s death.

Pulling up a chair, Niles sat beside the Misses Babcock and Grace and watched as the baby’s body grew heavier as sleep overtook her. Miss Babcock’s own eyes also began to drift shut, and Niles tapped her on the shoulder, indicating that she could move the toddler to her crib. 

CC nodded and stood, careful not to jostle the sleeping baby. She placed her in the bed and Niles tucked a blanket around her, then they both stepped into the hallway. 

“I don’t know about you,” CC said tiredly, “but I could use a drink.”

Niles ran his hand along his neck and nodded. “After you,” he said, and gestured for her to precede him down the stairs.


	6. Chapter 6

Wordlessly, Niles poured them both generous doubles of whichever liquor was closest to the front of the cabinet. If he'd cared, he could've recognized any number of bottles by shape in spite of the dim light, but he didn't. He turned to find CC already reclining on the living room sofa, but she moved to make room for him when he handed her her drink. Niles sat down gingerly so as not to splash out any of the liquid in his tumbler, and sighed heavily as the soft fabric welcomed the aching muscles of his back.

They both gulped about half their drinks, and CC leaned back, sucking air between her teeth to cool the burn. "Good choice," she said approvingly, without looking at him.

Niles grunted in response. No choice involved, he might have said, but found himself disinclined to speak.

CC accepted his silence, and if she was uncomfortable with his proximity, it didn't keep her from letting her hand fall to the sofa between them, brushing against his thigh.

He flinched, but when she didn't move, he relaxed again, and perhaps even shifted a bit closer to her.

"Where are the big ones?" CC asked.

"Already asleep," he responded shortly. "They sleep a lot these days."

CC understood the inclination, but found herself dreading sleep more every night. Each time she awoke, it was to a world upside down, where she never saw Maxwell but bonded with his butler over children abandoned, it seemed, by both parents. And she dreamed, sometimes, of laughing with Sara, and the seconds after she woke but before she remembered made it that much harder to get out of bed. And she didn't say a word about this to Niles, but she expected he understood, if the dark circles under his eyes were any indication of the amount and quality of sleep he was getting.

"Have you spoken to Maxwell at all today?" CC asked, and loathe though she was to admit that she didn't even know where the hell he was, it was information she needed.

"No," Niles answered. "He has been… out of touch." He balanced his empty tumbler on the arm of the sofa and brought his fingertips up to massage his temples.

CC nodded. "Yes, I know." What more was there to say? She had half a mind to say plenty, next time she saw Maxwell, but it would do no good to take her frustration out on Niles.

Which, if she thought about it, was an odd state of affairs indeed.

In a voice just above a whisper, Niles addressed her. "I'm not sure I can take on the parenting of these children for the rest of their lives."

"I—" She stopped and stood and collected his glass on her way to the liquor cabinet. She filled it nearly to the brim, then did the same with her own before crossing the room and handing him his drink. She took a healthy swig before joining him on the sofa, this time settling so close to him that their bodies touched, shoulders to hips to calves. "I'm sure as hell not doing it alone, Mary Poppins," she said, and his snort reassured her.

"No, it would be better to leave them to be raised by wolves," he agreed, and she nudged him with her elbow, not sharply enough to make him lose his grip on the tumbler in his hand. He jiggled his leg, and hers tingled from the contact.

"Can't you be still?" She asked, and she put her hand on his thigh in an attempt, she told herself, to make him do just that.

Didn't work, of course. "Unhand me, Babcock," he responded, his voice deep, but he lifted his arm and settled it around her shoulders, drawing her still closer to him. She didn't move her hand for several long moments, and his skin felt hot through the fabric. She curled her fingers, once, twice, and no one could've missed his sharp intake of breath.

She stared straight ahead and drained her tumbler, but knew she wouldn't be getting up for a refill. Entirely independent of the question of whether they'd had quite enough, Niles was tracing her shoulder and upper arm in a way that she couldn't imagine putting a stop to for anything as trivial as another drink.

This was… she didn't know what this was. Drunken comfort, and something like friendship, and damn it, if Sara could see them now, CC could almost envision the knowing expression in her friend's eyes. If she hadn't already forgotten the shade of Sara's eyes, and that thought made her choke back a moan.

Niles didn't misinterpret the sound, to his credit. He stopped the motion of his hand on her arm and instead pulled her tightly against him, tucking her head beneath his chin and caressing her hair as he had done in the hospital.

CC shifted in his arms, needing the contact more than she'd ever needed anything, wanting to feel his breath on her neck and his body against hers. She rose to her knees and struggled for a moment with her skirt, then managed to adjust it enough that she could straddle his hips. His arms came around her waist, and she let herself collapse against his chest. He murmured to her, words she couldn't make out, and he rubbed her back like he did for the children.

Only it wasn't just comfort, and it wasn't just drunken, and neither of them could say it was just friendship, either, as Niles thrust up towards her and she ground against him. When their lips finally met, they both tasted salt from the tears that had escaped their control, and though the kiss began tentatively enough, it soon became a reminder that there was still life in this house, even in these darkest moments.

Niles had just moved his hands to cup her bottom, and CC had just pushed her tongue into his mouth when the overhead lighting brought the room into stark relief and Maxwell staggered through the door, slamming it behind him.  
"What the hell is going on here?" He slurred, staring from his butler to his business partner. "Sara's barely cold in her grave and the two of you don't even have the decency to—"

CC felt her hackles rise, and she stepped gracefully off Niles to interrupt the diatribe, tugging her skirt down as she moved away from the sofa. "To what, Maxwell?" Her voice implied danger ahead. "To take care of your business and your children and your house while you—" She stopped when she felt Niles's arm come around her waist.

"Miss Babcock, it's not worth it. He's intoxicated. We're halfway there ourselves. He won't even remember in the morning, and we might wake the children if this conversation continues at present volume."

Her shoulders slumped, just a bit. "Then he can sleep it off and hear me tomorrow, because this can't continue."

It was a promise more than a threat, and Niles nodded. "I'll just put him to bed."

"I'm bloody well standing right here, Niles," Maxwell interjected with a sneer. "And I am not in need of being put to bed."

"Aye, sir. I'll help you locate your pajamas, then," Niles corrected, and Maxwell nodded, placated.

CC stepped towards the closet to retrieve her coat as Maxwell started stumbling up the stairs.

Niles turned to her. "Stay," he said, and as she began to shake her head, quickly added, "I'll make up the guest room for you. I don't want to worry about you on the road."

CC searched his eyes, then jerked her head once in agreement.


	7. Chapter 7

CC watched as Niles unobtrusively climbed the stairs directly behind Maxwell in the event that his boss, in his inebriated state, should trip. When they had disappeared around the corner, she switched off the overhead lighting and, grasping the railing carefully, made her own way upstairs without a single stumble. As she walked into the guest room, she could just make out Niles trying to hush Maxwell so he wouldn't wake the children. It worked for about 30 seconds before he forgot again, and if CC weren't so frustrated with Maxwell for his neglect of his job and his children and for his abhorrent timing, she might've thought it was amusing.

Although perhaps his arrival had prevented her from making a bigger mistake than her most recent one, what's-his-name from the show. CC wasn't a woman who often second-guessed her decisions to take someone to bed, and she generally managed to keep from attaching much emotion to encounters that she knew would never go anywhere. She didn't even want them to go anywhere, if she were honest with herself.

Niles… she couldn't imagine why, but she suspected it would be different with him, and she knew she wasn't prepared to deal with an entanglement of that sort. Not with so many responsibilities, and especially not when she would still have to rely on him to share in those responsibilities, when the inevitable end came to any… liaison she permitted to begin.

Stepping out of her heels, she then draped her blazer over the chair at the dressing table. She felt goosebumps rise on her arms as she remembered his fingertips stroking her there.

Just as she reached for the button at the side of her skirt, she cursed. She didn't have anything to wear to bed. On the few occasions when she had unexpectedly slept over at the Sheffields' home, she borrowed something from Sara. There were too many reasons why she would rather avoid that this night.

She stepped to her door and listened. Silence. Perhaps Maxwell had finally passed out, she thought snidely. Well, there was no help for it. She'd have to borrow something from Niles.

She padded down the hallway, wishing for some socks, too, as the cold marble flooring made a shiver run up her spine. She had no idea where to find the butler. Surely his room was near the master suite? So he could buttle as needed throughout the night. She wondered why in the world that made her feel a little grouchy.

All the doors in the hallway were closed, and she paused at each one, straining to hear any sound of activity. Nothing.

Finally, at the last door at the end of the hall, she heard the sound of water running, then the crank of the handle to turn it off. It wasn't a bathroom, she was pretty sure, though perhaps Niles had an en-suite. She knocked quietly on the door.

Niles opened it immediately and CC directed her eyes  _not_  to drop down to his tee-shirt clad chest. He had a towel draped around his neck.

"Miss Babcock?" He questioned. He looked too hopeful by half.

Speaking quickly before he got the wrong idea, she told him, "I was wondering if you have something I can sleep in."

He darted his eyes toward the bed and raised his brows.

Reluctantly, CC laughed. "Something I can  _wear_  to sleep in, Niles. Clothing."

He looked her up and down, letting his eyes linger on the area where the thin ivory shell she wore pulled tight across her chest.

"Damn it," she said, her voice low and her nipples tightening in spite of herself. "I'll just have to find it myself, then." She stepped around him and into the room, her toes curling into the soft, thick carpeting. Pulling open drawers at random, she told herself she was strictly interested in something, anything, that would keep her from freezing on the chilly, rainy night.

"Hold it right there, Babcock, stop," he said, swiftly closing the door behind him and stepping close to her. He wasn't fast enough.

"Well, this isn't a nightshirt," she observed, leaning over to peer into the second drawer from the bottom. She ran her fingers along the length of the riding crop nestled in a pile of clean sheets. "I didn't know you were into horses."

"Didn't you?" He asked. "And here I've been wondering where to buy hay so I could make the guest room more comfortable for you."

She shot him a dirty look and closed the drawer, crossing her arms across her unruly nipples. "Find me a clean shirt or something to sleep in," she ordered.

"Or something?" He stood very close to her.

"Oh my god, a tee-shirt, a nightshirt. I'm freezing and I'm exhausted." And she sounded it. She stepped away, in the direction of the door.

He relented and moved to the bureau beside his bed. Extracting a crisply folded tee-shirt, he apologized. "I haven't done laundry yet this week, or I'd give you something warmer. You could take some of my pajama bottoms, but I—"

"No, this is fine," she interrupted. "I'll be under the covers anyway." She reached and took the offered garment and had her hand on the doorknob when she felt him tentatively touch her shoulder. She shivered again, and then bit her lip, wishing that for once her body could refrain from revealing every damn thing.

"I do… I am… Mr. Sheffield has the worst timing of any man I've ever met," he swore.

She turned to face him, with no idea how she wanted to respond to that. Making vows to herself when she was all alone was easy, but here, in his room, having just seen what he kept in his second drawer from the bottom, his hand on her…

She settled for "Good night, Niles," and then she was out the door.


	8. Chapter 8

CC had just fallen asleep when an unearthly wail jerked her from her slumber. A minute passed, then two, as she waited for Niles to come and soothe the crying baby, and with a muttered curse, she finally threw back the downy bedspread and stood. She had no robe to wear, so she pulled the tee-shirt as low as it would go over her panties and stalked into the hall as she was.

Grace had worked herself into a pitiful state, her face red and her nose running. When CC entered the room and flipped on the lamp by the rocking chair, the toddler's sobs lessened, and by the time she approached the crib, the little girl was standing with arms outstretched.

"Oh no you don't," CC said, and taking a tissue, wiped the baby's nose. She lifted her and tried to make her lie back down, but Grace stiffened her legs and began to whimper. "Grace, it's the middle of the night. I'm worn out, and it's time for you to be quiet."

It seemed to CC that the child was listening to her, but when she took a step away, Grace's distress became more pronounced. CC closed her eyes, feeling like it wouldn't take much more of this before she'd be crying herself. "What do you want from me?" She asked the little girl.

Grace raised her arms again and said "Up."

With a sigh, she picked her back up. "How about if I rock you for a few minutes? You seemed to like that before."

She settled into the chair, but within about a minute, her skin was cold to the touch. She thought about getting the short blanket from the baby's crib, but knew that after she'd covered Grace, her own legs would still be just as chilly. Deciding to see if Grace would go back to bed without complaint, she rose carefully. Just as she leaned over to put her in the crib, the baby let out a shriek.

CC cringed and said aloud, "All right, you're coming with me." She walked down the hall to her room and looked at the bed, wondering if it was actually okay to share it with the little girl. Would she fall out and hurt herself? Would she roll underneath CC or the blankets and be smothered? For a moment, CC pondered waking Niles to ask him, but then decided she'd rather avoid yet another encounter with him, especially while wearing his shirt and little else. She put Grace in the middle of the bed and stacked pillows all along the left side of the mattress. Then she joined the little girl, who was watching her, wide-eyed and thankfully silent.

"Now, let me tuck you in, and then we'll both get some sleep, won't we?" She pulled the blankets up around Grace and herself, then curled on her side near the baby. Grace cooed at her, and CC couldn't help but smile. Then she reached her little hand up and patted CC's cheek and said, "Babcock," and CC shook her head in amusement. It was a lucky thing for babies that they managed moments of sweetness in addition to being such gigantic pains in the ass, CC mused, as she closed her eyes and drifted off to sleep.

* * *

The sun had just started to rise when Niles awoke with a start, wondering how he had managed to sleep an entire night. He hadn't done so since before Sara's death, either because of his own thoughts barreling through his mind, or Mr. Sheffield stumbling drunkenly through the house, or one or more of the children needing him. Miss Grace, more than the others, woke frequently and had to be comforted.

Niles threw on his robe and made the rounds, first peeking in the master suite to find his boss snoring deeply, his face pushed into the pillow and his mouth open. Then he checked on Master Brighton, who was also still asleep, and whose position echoed that of his father's, minus the sound effects. Miss Margaret lay on her side reading a book, and quietly wished Niles a good morning before turning her attention back to the pages in front of her. Finally, he walked into the nursery, and his heart began to race when he saw that the crib was empty. He checked behind the furniture in the room, and irrationally lifted the mattress to peek under it, before he headed out into the hallway. He walked quickly down the stairs and surveyed all the rooms on the lower level, still not finding the baby. Could she be? It was highly unlikely. But where else?

Back upstairs, he knocked very softly on the guest room door. No response. Turning the doorknob silently, he peered inside. Babcock slept with her back to him, right beside, sure enough, a sleeping Miss Grace. The floor creaked as he stepped into the room, and the little girl looked up at him and called out his name.

"Shh, Miss Grace," he responded, bringing a finger to his lips to shush her.

She squirmed until she was sitting, then patted the bed on her other side, saying his name in a toddler version of a whisper: slightly louder than a normal conversational tone.

Niles shook his head and glanced over at CC, whose eyes were still closed as she took deep, even breaths.

Meanwhile, the little girl become more insistent that Niles should sit down beside her, and he weighed his options: allow her to wake the beast as she kept on hitting her palm against the mattress, or sit briefly and hope Babcock didn't catch him in her bed? He was both anxious and full of dread at the thought of seeing her this morning, both of them sober, after all that had happened the previous night.

Making a shushing motion again, he decided to try to quiet Miss Grace and then take her downstairs with him so Babcock could sleep. He lifted one of the pillows and sat gingerly on the bed, as far from Miss Babcock as he could get. Grace giggled as he did so, pleased with herself for making him do what she wanted. She crawled towards him and climbed into his lap. He smoothed back her hair, which was tangled and sticking up as it often did in the morning. Allowing himself to look quickly towards Miss Babcock, he nearly jumped when he saw her watching him, her eyelids heavy and her lips curved into a more gentle smile than he had ever seen on her face. He moved to slide off the bed, but she shook her head, saying with a yawn, "You don't have to go."

He looked at her curiously, and smiled back. "I see you have a little stowaway."

"She was making an unholy racket and wouldn't let me put her back to bed. So I thought…" She trailed off and gestured to the spot where Grace had just been sleeping.

Niles swallowed. "Mrs. Sheffield often did the same."

CC sucked her lower lip between her teeth. She wasn't sure what to say about that.

"Well," he said, breaking the silence. "I thank you for it. I got more rest than I've had in a month."

"You don't have to thank me," CC said, uncomfortable with his gratitude. "It was nothing."

"Ah, in that case, Miss Grace appears to be in need of a diaper change," he said, holding the baby out to her.

"There are limits, Niles," CC warned, tossing a pillow at him.

He laughed and swatted her with it. CC released a sleepy giggle, and Niles vowed to make her make that sound again sometime very soon.

"Go back to sleep; god knows you need the beauty rest," he told her, his tone affectionate.

"There's something I could tell you to do but I mustn't corrupt the little one," CC responded, and closed her eyes.

He stood with the baby and came around to CC's side of the bed, straightening her covers and pulling them over her shoulders with his free hand. Leaning down, he murmured in her ear, "I'll take a raincheck," before leaving and pulling the door shut behind him.


	9. Chapter 9

Later that morning, CC woke to sun shining through the guest room window. She dressed quickly in yesterday's skirt and jacket and stepped into the hall, slinging her bag over her shoulder. Her shower was calling her name, her hair was a wreck, and she really didn't want to see Niles. What had seemed comforting in the dark of night felt incredibly awkward in daylight, and frankly she couldn't believe she had almost done what she had almost done.

Avoidance wasn't going to be an option, though. As she came down the stairs, Niles was in the living room, sitting with Grace on the sofa and watching cartoons with her and the boy, who slumped in a chair, listlessly playing his video game. Knowing she couldn't very well slip out the door without saying a word, she called out a falsely cheerful "Hello, hello" as she collected her coat from the closet.

"Good morning, again," Niles greeted her, settling Grace on the sofa by herself so he could approach Miss Babcock.

CC didn't quite make eye contact. "I'm just going to head home now," she told him.

"No breakfast? But I made a special trip to the farm store for that barley you like so much," he said, his tone light.

He was standing too close to her. She took a step backwards, pulling her coat around her, grasping it with one hand to hold it together.

"Guess you'll have to eat it yourself," she responded, kicking herself for not being able to think of a better response. It was just that Niles's cologne was proving distracting. What had he done, bathed in it?

At that moment Grace slid down from the couch and toddled over to CC. "Babcock go?" She asked, her lower lip quivering.

Damn it. Ill at ease, CC reached down and patted her on the head. "Yes, it's time for me to go home."

"Me go?" She looked up at CC, a hopeful expression on her face.

CC laughed. "Not on your life, kiddo," she said, not unkindly, as she pulled the door open.

"Me go!" The little girl exclaimed, and ran to CC, clinging to her leg.

CC looked at Niles, who crossed his arms over his chest and raised his eyebrows.

Leaning over, CC stretched her arms out and Grace allowed her to pick her up. "I'll be back to see you on Monday," she said, and handed the girl over to Niles.

Grace burst into tears and hid her face against Niles's shoulder.

Guilt washed over her and CC frowned, unaccustomed to the feeling. "What am I supposed to do?" She asked Niles.

"Just go, Babcock," he said tiredly, and held the door for her with one hand while he supported the child's weight with his other.

"But I—I can't just stay here forever," she defended herself.

He relented a bit. "I know. She'll calm down in a few moments," he said, though she sure wasn't showing any signs of impending calm.

"What the bloody hell is all that noise, Niles?" Maxwell called out from the top of the stairs, clutching his temples.

Niles closed his eyes, just for a moment. "Miss Grace is a bit upset, sir. I was about to take her into the kitchen for a snack."

"See that you do," he said, and if one could sound imperious in the throes of a miserable hangover, Maxwell did.

Niles rolled his eyes at CC and turned on his heel, heading towards the kitchen with the crying baby.

CC narrowed her eyes, at the point of launching an assault against Maxwell's attitude. Then she thought perhaps it would be more effective to wait until he was in better condition. Without acknowledging him, she stepped outside.

* * *

Still feeling conflicted about abandoning the little girl who had cried after her, CC walked into her penthouse half an hour later. She couldn't remember once in her life when anyone had cried for her. More than conflicted, she was angry at herself for letting a small child's tears affect her to the point that she was considering packing a few things and going to the Sheffields' to stay.

It wasn't a good idea, for multiple reasons. The primary one was Niles, of course—she expected no good could come of being under the same roof with him, especially not after last night.

Sara had nagged her for years about him, and CC's resistance had become a thing of habit. The butler? In the beginning, she thought surely Sara hadn't been serious. But as her friend continued to bring it up every few months, CC became more frustrated than amused. Sara's family would never have accepted her taking up with a servant; why did Sara think CC's would be any different? Sara hadn't hesitated to point out that this was certainly the first time CC had ever considered the wishes of her family when choosing a lover, and CC had had to acknowledge the truth of that.

But really, what kind of relationship could be founded on mutual animosity and absolutely nothing else in common? Well, almost nothing else, she amended, thinking of what she had found in his chest of drawers. One with damn fine sex, she thought immediately, and hated the part of herself that thought so. As her mind wandered, she took a quick shower and tried not to consider what it would feel like to have Niles's hands following the paths of the water droplets down her body.

Proximity to Niles wasn't the only reason CC knew it would be a challenge to stay at the mansion. She didn't like the guilt she experienced when she left Grace in tears; it wasn't an emotion she was used to feeling, and it wasn't one she wanted to become acquainted with, either. She wasn't even too keen on the tenderness Grace had evoked in her when she patted her face before they had fallen asleep. She didn't have children, didn't want the mess or the responsibility.

But she had promised Sara, hadn't she? And CC Babcock was many things, but a woman who lied to her dearest friend on her deathbed was not one of them. The thought of Sara made her eyes burn, and she shut them tightly.

And Maxwell had better look out. If she moved into the house, he was going to have to start pulling his weight, or at the very least, he was going to have to back the hell off with his criticisms. She chose not to examine the fact that Maxwell primarily criticized Niles, nor did she want to think too much about why that bothered her. She could, and would, disparage the butler all she wanted, but lately, she felt weirdly angry when Maxwell did it.

By the time she had toweled herself dry, she was already contemplating what she would need for an extended stay away from her penthouse.

Reaching for the telephone beside her bed, she dialed the number of the movers who had transported her things when she purchased her current apartment. She sure as hell wasn't going to be able to fit all she needed into anything she wanted to lug over there by herself.


	10. Chapter 10

"Babcock, what in the name of heaven is all this?" Niles looked in wonderment at the small circus that had accompanied the woman on her unexpected return to the home late that evening.

"What does it look like? I've come to stay a while," she said, gesturing for two of the movers to proceed up the stairs with the largest suitcase Niles had seen in his life. "Second door on the left," she called out.

"You and your crew are going to wake the baby," Niles huffed. Never would he have imagined that she might actually stay more than an occasional night, and he couldn't even guess at her motivation.

"They'll be gone in a few minutes," she responded, and Niles wondered why she hadn't said something rude in response.

"And then I can start cooking and cleaning for yet another person," he said, not even trying to hide the smile that accompanied his long-suffering tone.

"Oh, please. You've been cooking for me for ages," she said, and twitched her lips in something that, if he hadn't known better, almost resembled a blown kiss.

Niles tilted his chin in acknowledgement and felt a tremor work its way up his spine.

* * *

Two hours later, Niles found himself outside the guest room, observing silently as Miss Babcock finished unpacking her last suitcase. Lifting his hand to the door jamb, he knocked twice and questioned, "Is there anything you need?"

CC looked over at him. "Of course you show up after I've finished all the work," she groused.

"I didn't want to overtire myself, you understand," he grinned.

"Why, you got big plans for tonight?" As soon as the words were out of her mouth, she regretted them.

Niles raised his brows. "Well, there's this blonde, see? I was thinking of buying her a drink."

"You were thinking of letting your boss buy her a drink, don't you mean?" CC put her hands on her hips.

"Potato, potahto," Niles replied, and stepped closer to her.

"I don't think we mix well with alcohol, do you?" CC took a step back.

"On the contrary, I found the combination to be a most delicious cocktail," Niles said, and CC laughed out loud at the belabored metaphor.

"What, too much?" He asked, spreading his hands palms up in front of him.

She nodded. "Much too much." She was referring to more than Niles's language.

"So that's the way of it, then?" He spoke softly.

"Yes—I mean. We were drunk. It was clearly a mistake." She tried to sound like she didn't care, like she made similar mistakes all the time and took them in stride. Which honestly wasn't too far from the truth, she tried to convince herself. Only it didn't happen all the time with Niles, did it?

"Was it?" He approached her cautiously, and tucked an errant strand of hair behind her ear.

She trembled, just a bit. "Wasn't it? What was I…?" He had just moistened his lips and she couldn't take her eyes off them. What the hell was wrong with her?

Gingerly, Niles extended his hand until it rested on her waist, and CC's hand, of its own accord, she could have sworn, moved lightly up his bicep. Why on earth didn't she shove him away?

Swallowing, she began, "This is  _such_  a bad—"

And his lips were on hers, stopping her from voicing what a bad… she didn't even remember. His mouth was soft and warm and he held her so gently in his arms and god, she almost wanted to cry and she couldn't fathom why.

And she kissed him back, of course she did, and before she knew it, her hands made their way up to his hair and she found that it was silkier than it looked.

It took a few moments before the baby's cries pulled them from the haze that enveloped them, and when they finally did hear her, they broke the kiss but stayed in each other's arms. CC leaned into him and pressed her forehead against his shoulder, just for a second, and he trailed one hand up and down her back, dragging his fingers across the fabric of her blouse, dipping down just below the waistband of her slacks, then back up again.

When the cries in the next room grew louder, he released her reluctantly. "I'll see to Miss Grace," he said, and she nodded and ran her fingers through her hair as he left her room.

This had to stop happening.

* * *

CC thought she could take a moment to collect herself, but although Niles's arrival in the nursery had reduced the volume of Grace's displeasure, the baby continued to cry. And unless she was imagining it, she could just make out a "Babcock" here and there amongst the sobs.

Walking into the nursery, CC found Niles seated in the rocker, trying to soothe the little girl he held in his arms. CC felt incredibly awkward. What had made her think that she would be able to do anything to comfort the child? Niles had years of experience at it, and he held the distressed toddler with practiced ease. If he hadn't glanced up at that moment, she would've backed out of the room.

But he did glance up, and when he did, Grace turned and noticed her too. She stopped crying and reached her arms toward CC, babbling "Babcock" over and over.

CC looked at Niles, and he shrugged. "Don't let me stop you," he said dryly.

She walked across the room and lifted Grace from Niles's lap, and the little girl immediately wrapped her legs around CC's waist and rested her head against her chest, hiccupping slightly. CC pushed the baby's hair back from her face in a gesture that felt equally right and peculiar.

Niles watched her from his spot in the rocking chair, and when she looked over at him again, she couldn't read his expression.

"What?" She asked defensively, self-consciously lifting her hand off Grace's head.

"Did I say anything?" He responded, putting an innocent look on his face.

She grimaced at him, and then began pacing slowly, rubbing Grace's back until the baby's legs grew heavy and slipped from around her waist. But when she stopped beside the crib and began to lean over it, the little girl said "No, no, no. Babcock bed."

Niles, who hadn't moved from his spot in the rocker, laughed quietly. By the time CC turned to look at him, he was smirking at her.

"What am I supposed to do now?" She implored him. "I don't want her to get in the habit of not sleeping in her own bed."

He paused to consider. "I don't see what it could hurt, Babcock. Somehow, the poor little dear finds comfort in your presence. Isn't that why you came back over here tonight?"

A loaded question, to be sure. "Of course it is. The only reason," she claimed.

He hummed his response to that. "Come on, I'll tuck you in," he offered, and damn it, she shivered again and just hoped it was too dark in the nursery for him to notice.


	11. Chapter 11

Back in her room, Niles lifted the empty suitcase off the bed and put it near the door beside the others. He arranged the pillows the way Babcock had left them earlier, and turned down the covers on the right side of the mattress.

"Need to borrow another tee-shirt?" He teased.

"No," she responded curtly. "I brought my own sleepwear, thank you very much. No telling what I'd come across if I tried to find something in your room."  _Why_  had she brought that up? She needed to work on thinking before speaking.

He had the audacity to laugh. "I think you're more intrigued than you admit," he suggested.

CC sniffed. "You have no idea… what I think," she told him loftily, and deposited Grace on the bed. "Just stay here with the baby while I change."

He raised his eyebrows.

"In the bathroom," She said with an eyeroll, and gathered a few things before she stepped into the attached guest bath, closing the door firmly behind her.

* * *

CC emerged a few minutes later to find Niles stretched out on her bed, telling Grace a story. The little girl was under the covers, lying on her tummy as Niles patted her back, hoping to coax away her hiccups.

"And then," he said, looking appreciatively at CC in her long, black silk robe, "the dragon came out of her cave and the princess used her magical powers and befriended the old monster, and they lived happily ever after."

CC scowled at him. "Nice story. Now go away before the dragon starts to blow fire."

He grinned at her. "The poor dragon was just misunderstood. I don't think that's the case with you."

"Am I going to have to physically drag you off my bed?" CC crossed her arms over her chest, fighting a smile.

"That could be entertaining," he agreed, but sat up. His hair was tousled and it was all she could do to keep her hands out of it. He stood and stretched, and as he did, he exposed about an inch of skin between his untucked button-up and his trousers.

CC gulped and dragged her eyes away from that particular spot. "Night, Niles," she said lightly.

He came and stood very close to her, reaching out a hand to trace the sleeve of her robe. "Good night, Miss Babcock," he said formally, and leaned to brush his lips across her cheek.

Oh, for god's sake. She turned her head and kissed him full on the lips, and his arms came around her shoulders, pulling her tight against him. She grasped him around the waist and felt warm from head to toe, in spite of the chill in the room.

Pulling back, she nudged him towards the door and closed it behind him. She leaned against it. When had she become a woman who kissed the butler good night?

* * *

Draping her robe across the foot of the bed, CC slid under the covers beside the sleeping baby, whose hiccups seemed to have disappeared, thank goodness. She didn't think she would be able to fall asleep with that sound echoing in her ears.

That was sure to be hard enough with quickly accumulating kisses shared with Niles running through her mind.  _How_  did these weird moments of intimacy keep happening? There had always been… something between them, but CC knew better than to think it could be—well. She didn't even know. She also didn't know why she allowed it again and again. She preferred not to think about how she had, in fact, initiated that last kiss, rather than merely permitting it.

Grace made a snuffling sound that CC realized was a snore, and she felt a strange pressure in her chest. She put her hand on the baby's warm back and closed her eyes as she felt her breathe in and out. CC drifted off to sleep wondering at the affection she felt for Sara's daughter.

* * *

After Miss Babcock closed the door behind him, Niles made his way back to his room feeling dizzy. She had just—and he had—and he was a little light-headed, that was all.

Niles peered into the mirror in his bathroom, smiling sheepishly when he saw her lipstick smeared on his mouth, likely from the first kiss of the evening, before she washed her face. He took a tissue and wiped the makeup off, wondering if he'd ever have a chance to do so again.

After changing into pajama bottoms and preparing for bed, he stretched out on his mattress and crossed his hands behind his head. Sleep claimed him swiftly, and his last thought was to implore his subconscious to please let him relive the last hour.

* * *

Grace's whimpers woke CC while it was still dark outside. CC patted the girl's back gingerly, but that did not succeed at comforting her. She sat up in bed and lifted her into her arms, and realized that her diaper felt suspiciously heavy. Unwilling to investigate the cause of that, CC put her down briefly on the bed while she slipped on her robe, then carried the baby promptly to Niles's room.

She knocked on his door, but got no response. She tried again, more loudly, still to no avail. Biting her tongue to cut off a curse, she tried the knob, and found that it turned easily in her hand.

The faint light from the hallway illuminated his room well enough that she could see him stretched out on his stomach, his hands tucked beneath his pillow, blankets pulled up around his neck.

"Niles," she whispered. Nothing. She rolled her eyes. Walking over to the bed, she shook his shoulder, none too gently.

Niles gasped as he awoke, then closed his eyes in relief when he realized it was just Babcock and Miss Grace. "What do you want?" He said grimly, glancing at his clock and seeing that by all rights he should have had another hour to sleep.

"She needs her diaper changed," CC said, and as he sat up slowly, handed him the fractious toddler.

"Why didn't you change it, then?" He complained.

"Anything to do with cleaning or bodily functions is strictly  _your_  department," she responded, hands going to her hips and chin jutting out.

Niles sighed heavily and stood, making his way to the nursery, holding Grace at arm's length.

CC followed behind, and asked him, "Don't you want your robe?"

"No, why?" He paused and turned around to face her.

"You look cold," she said bossily. He didn't actually look all that cold. But she didn't need to see his naked chest, more tan than he had any right to be in the middle of winter, a fair amount of chest hair, and muscles that surprised her.

"This won't take long, and then I'm going straight back to bed," he informed her, holding in a smile when he caught her eyes running over his chest. He turned and entered the nursery, and made quick work of the diaper change.

CC reached for Grace after he finished, but he said, "She'll likely sleep another couple of hours now."

"Oh," CC responded. "You don't think I should take her back to my room?"

Niles leaned over to place the baby in the crib. She made no sound of protest, and he tucked the blanket around her. "Looks like she'll be fine here," he observed. "You should try to get some more rest."

"I—all right," CC said. "Good night." She hurried to her room, keeping her eyes off him. After she closed the door and crawled beneath the covers, she felt oddly bereft, and fell asleep unsure as to why that was.

Niles, for his part, slipped under his own blankets thinking of Babcock's solicitousness regarding his robe, and her wandering eyes.


	12. Chapter 12

The following morning dawned overcast and very cold. So cold, in fact, that CC lingered longer than usual under her warm covers, dreading the frosty air in the room. When she finally forced herself to push the blankets back, she immediately wrapped her thin robe around her body, annoyed that she had left the warm one at her penthouse. Well, Niles could go fetch it for her, she decided, as she slid her feet into her slippers.

* * *

Warmed by a hot shower, and dressed in a blouse and slacks, CC made her way to the kitchen half an hour later. The family wasn't there; nor was Niles, but he had left a plate of croissants on the counter and water for tea in the kettle.

As CC sat at the table—why bother with carrying things to the dining room, though it did feel terribly informal to eat in the kitchen—she skimmed the newspaper for headlines of interest. Smuggling ring busted, nor'easter coming, and two cursed Lloyd-Webber musicals breaking records.

Impatiently folding the paper with a snap of her wrists, she shoved back her chair and stood quickly, then tossed the paper on the table. She was just about to go look for the lazy butler when he came downstairs, his hair damp from, she assumed, a shower. Had he prepared breakfast in his… pajamas? She wondered.

"Welcome to the world of the living, Babcock," he said, grinning at her.

She grimaced at him. "You're the one just now taking a shower. I had to get my own breakfast," she complained.

"Poor thing," he mocked. "Don't forget to wash your dishes," he added. "It's my day off."

Ignoring that, she followed him into the living room. "Where is everybody?"

"Mr. Sheffield took Miss Margaret and Master Brighton to that toy store they enjoy so much on Fifth Avenue. Miss Grace is already down for a nap."

"You mean he was here this morning? And not drunk?" She knew it was unkind, but it wasn't exactly an unfair question.

"Wonders never cease," he observed wryly, sinking into the sofa.

"Not so fast; I need you to run an errand for me." She sat across from him in an armchair, letting the topic of Maxwell drop. Maybe he was going to shape up without her having to read him the riot act.

"I'm not working today," Niles repeated.

She ignored that, too. "When I woke up this morning to the frigid temperature in my room, I realized I'd forgotten my warm robe at my penthouse. I'd like for you to go get it for me."

"Babcock, we have plenty of robes here. I'll give you mine," he offered, letting his mind drift to an image of her body ensconced in his clothing.

"No, I want mine," she argued, and rose, joining him on the couch. "Come on, Niles, are you going to make me beg?" She lowered her voice on that last question.

His eyes widened and he clamped his mouth closed before he asked her,  _Could_ I? Instead, he said, "I won't now, if you promise to later." Just the right balance between bravado and flirtation, he congratulated himself.

"So you'll go get it?" She asked, refraining from reacting to his comment.

"You'll have to listen for when Miss Grace awakens," he said, arising from the couch with a long-suffering sigh.

"Not a problem. It's hanging on the hook on the door of the master bath. Don't touch any of my other things," she warned.

He rolled his eyes. "Are you sure you brought all your battery-operated friends?" He questioned. "I'm not making another trip over there tonight when you suddenly realize you forgot those, too."

She stood, and crossing her arms and narrowing her eyes, retorted, "I can't believe you don't know already. Haven't you had a chance yet to snoop around my room?"

He shuddered melodramatically. "No telling what I'd come across," he said, mimicking her comment from the night before.

CC's lips twisted into a smirk. "Isn't that my line?" She lifted her eyebrows suggestively.

He threw up his hands, unable to cope with that expression on her face and still stay vertical. "Fine, Babcock. Check on Miss Grace periodically, and I'll be back with your godforsaken robe." He stalked over to the closet and slipped on his hat and scarf, then his winter coat, then his leather gloves and moved towards the door.

"Aren't you going to drive?" CC asked him.

"Have you looked outside today? It's pouring the snow; I'm not braving the roads. I'll just take the Underground."

CC walked to the window and peeked out. Sure enough, snow was piling up on 75th street, and vehicles were moving at a crawl.

"Well, you'd better hurry before it gets any worse," she advised, fishing her keys out of her purse and handing them to him.

"Thank you," Niles said derisively, and closed the door behind him. The double doors kept snow from coming in, but cold air seeped into the room in spite of Niles's speedy exit.

Rubbing her arms with her hands to try to warm up, CC headed upstairs in search of a sweater.

* * *

An hour later, after a trip that should've taken 20 minutes, Niles thanked the doorman and entered Miss Babcock's building. The penthouse elevator zipped him to the top floor, and within a few moments, he'd opened her door and stepped inside. Babcock, never one to conserve energy, had left several lamps on, and he looked around the apartment. Stylish and extremely expensive, the décor reflected its owner's tastes, and Niles slid his snow-covered shoes off near the door so he could explore freely.

He moved first into the kitchen. He wanted a look at her appliances, because though he was sure they were rarely used—he fed her most of the time, after all, as she herself had pointed out—he'd wager that they were top-of-the-line and more modern than those in his kitchen. His eye was drawn immediately to the sub-zero refrigerator/freezer, large and gleaming stainless steel, decorated with—he stepped closer—the drawing Miss Grace had done of Babcock before Mrs. Sheffield—before. He swallowed around the lump in his throat and brought his hand up to the piece of thick construction paper, remembering the moment in the playroom. Closing his eyes against tears that rose unbidden, he sighed.

Most of the time he was able to suppress thoughts of Mrs. Sheffield and the life the family had had before her death, because he had to, in order to help her children cope with the loss of their mother. But at moments like this, when he was alone and something stirred his memories, he felt the full weight of the loss of his friend and employer, and wondered how the family would ever recover.

And Babcock had saved the scribbles of a small child, and displayed them in her home. He'd watched her burgeoning awareness of Miss Grace's attachment to her with amusement and something else he couldn't quite put his finger on, and he had to admit that the last thing he'd expected to find in her kitchen was crayon artwork done by Miss Grace. Even if it was, he thought with a faint smile, a drawing, however abstract, that would appeal to her narcissistic tendencies.

Tapping his finger thoughtfully one last time against the rough paper, Niles turned and headed for the master bath to collect Babcock's robe, somehow out of the mood to invade her privacy.


	13. Chapter 13

CC had just pulled her navy v-necked sweater over her head when she heard sounds coming from the nursery. She smoothed her hair down as best she could against the static electricity in the room, and went next door. Sure enough, Grace was awake and standing in her crib, and when CC entered the room, the smile that lit the baby's face brought out an answering one on her own.

Grace lifted her hands off the railing of her bed, and CC tucked her blanket around her shoulders before picking her up. "It's cold in here, huh? Let's go downstairs where it's warmer," she said, and noticed one little white sock still in the crib and one chilly little foot resting on her hip. Grace clung to her neck as CC leaned back over the bed to scoop up the sock. Then, as Grace relaxed against her, CC headed out of the room to check the furnace setting.

Downstairs, CC first sat briefly on the sofa so she could slip Grace's sock back on her foot, then carried the girl with her as she wandered around looking for the thermostat. Finally she found it in the hallway near the kitchen. She nudged the setting higher and sighed in relief as she heard the tell-tale whir of the heater coming on. "It should warm up soon, now," she told Grace, feeling self-conscious chattering to the quiet little girl.

Grace leaned her head back so she could look at CC and said, "Me eat."

CC bit her lip. She hadn't the slightest idea what a child this size was allowed to eat. "What are you hungry for?"

"Cookie!" Grace exclaimed, and CC shrugged. She knew where to find those. Pushing open the swinging door, she walked quickly to the correct cabinet and pulled out a box of cookies. She showed it to Grace, who reached for it.

"Would you like some milk?" CC asked her, keeping her from taking the package in her hand. She placed it on the counter.

Grace said "Milk, milk, milk," nodding with her whole body, it seemed to CC.

"Okay, let me get us both some milk, and I'll put you in your highchair, okay?" She finagled the squirming, protesting girl into the chair, and put a cookie on the tray, then pulled two glasses from the cupboard before getting a carton of milk from the refrigerator.

As she brought the full glasses over, Grace reached for one, kicking her legs. CC put the glass down in front of the baby, then sat in a chair beside her and took a cookie for herself.

Grace lowered her head to the glass, putting most of her face into the milk as she wrapped her pudgy hands around the cool surface.

"Need some help with that?" CC asked, but before she could take the glass, Grace had tipped it over. The tray of the highchair caught most of the liquid, and CC grabbed a towel off the counter to wipe up the rest.

The little girl giggled and splashed her hands in the milk in front of her, and CC grimaced, wringing the towel out and soaking up some more of the mess.

"You're a lot of trouble, did you know that?" She asked the baby, and lifted her out of the chair. Moving over to the sink, she settled Grace on the counter and rinsed her hands in the warm water.

Where the  _hell_  is Niles, CC wondered, and was about to pick up the phone to dial her penthouse in search of him when it began ringing.

"Hello, hello," she answered, and lunged towards the sink just as Grace attempted to climb into it. "Sorry, what was that?" She asked, holding the phone with her shoulder as she lifted Grace down and let her stand on the kitchen floor.

On the other end of the line, Maxwell asked, "Ah, CC? What… what are you doing there? And where is Niles?"

CC rolled her eyes. "I've decided to stay a few days, Maxwell, to help Rubber Maid with the little one."

Silence. "With Grace?" He finally asked.

"Yes, yes, with Grace. Did you need something?" She watched as Grace walked over to the table and tried to climb into a chair. CC moved quickly across the room and handed Grace another cookie, and the little girl sat down happily on the floor and began to gnaw on the treat.

He cleared his throat. "Yes, to speak with Niles, please."

Impatiently, CC responded, "Well, he's not here. He's out running an errand. Perhaps I could help?"

"He took the baby out in this weather?" Maxwell asked, alarmed.

"No, she's here with me. Is something wrong, Maxwell?"

"He left her with you." It was a statement, but disbelief colored his tone.

Had he always been this slow on the uptake? "Have you been drinking? Yes, he left her with me. She's eating a cookie. She's fine. Would you like to speak with her?"

"I—no, that won't be necessary. I was just calling to let Niles know that Margaret, Brighton, and I will be staying in a hotel until the storm passes. The mayor has declared a state of emergency and I don't want to risk the children on the icy roads."

CC felt a twinge of guilt at sending Niles out in such conditions. "Very well, I'll pass along the message."

"You're sure Grace is okay?" He asked.

Looking first towards the ceiling in supplication, she leaned over and picked Grace up, holding the phone against the girl's ear. "Say hi to your dad," she instructed.

"Daddy!" Grace exclaimed, and immediately began babbling into the phone. CC could hear Maxwell speaking to her, and she held the phone until Grace fell silent, then returned it to her own ear.

"I'll take good care of her until Niles gets back, which should be any moment now," she told Maxwell.

"Thank you, CC. I'm sure she couldn't be in better hands," he said, and if he doubted what he said, he managed to hide it fairly well.

CC was just setting the phone down when she heard the sound of someone stamping his feet outside. With Grace still in her arms, she pulled open the kitchen door for Niles, whose face was red from the cold. Snow covered his hat and his shoulders and stuck to his legs nearly up to the knees. "Look, Grace, it's the abominable snowman," she said, pointing at him.

Wordlessly, he held out a bag for her, one she recognized as her own. She peeked inside and smiled at the sight of her robe, then put Grace down and handed the baby the bag to amuse herself with while she latched the door behind Niles.

"Thanks," she said, and crossed her arms as he lifted his hat off his head and shrugged off his coat, placing both on the rack near the door.

"Is that all you can say? I risked life and limb, you know." He tried to knock some of the snow off his trousers, but it had already begun to soak into the fabric.

"My hero," she said sarcastically, but reached to help him unwrap the scarf from around his neck.

"That's the last time I go out in a nor'easter for you, madam," he retorted, watching her with interest as she stepped back awkwardly after taking his scarf.

"You'd better change into some dry clothes before you freeze to death," she observed helpfully.

"Death was much more likely out there," he said, pointing at the glass door. "But as you wish." Trailing snow behind him, he made his way up the stairs.

Shivering from the cold air that had filled the room, CC draped the scarf over his coat and rubbed her thumb absent-mindedly across the soft fabric. Then she took her bag and Grace's hand and headed for the office, determined to do at least a little work that day.


	14. Chapter 14

Niles, dressed in jeans and a thick, cream-colored cable knit sweater, came down the back stairs and looked around the kitchen—dishes in the sink, sticky highchair and table and even floor. Cookies on the table, crumbs scattered about, milk warming on the counter. He sighed, then pushed his sweater up over his forearms and grabbed his sponge, and began cleaning.

* * *

An hour later, lunch nearly prepared and surprised he hadn't been called for childcare duty, Niles set out in search of Miss Grace and Miss Babcock. They were in the first place he looked: the office. Miss Babcock sat on the green leather sofa, two stacks of scripts at her feet, rather than in their customary location beside her. That was because Grace also sat on the sofa, marking a rejected script with broad strokes of red ink.

Niles cleared his throat, and only then did Miss Babcock's concentration break as she looked towards him. Her eyes dropped to take in his casual attire and she bit her lip. She wasn't sure she'd ever seen him in jeans.

"Teaching her the tricks of the trade, I see," he observed, as Grace gleefully eviscerated the papers in front of her.

"She does seem to like my pen," CC agreed, then turned her attention back to the document in her own lap. She made a quick notation, then capped her pen and set it and the script on top of one pile on the floor. "Lunch?" She asked him as she reached for the pen Grace held.

"No no no," Grace said, shaking her head and clutching the writing instrument to her chest.

"Hand it over, you little monster," CC said to her, though she did not speak harshly. Leaning and pulling something from under the couch, she tempted Grace with her teddy bear, and the little girl relinquished her hold on the pen in favor of the stuffed animal.

Niles just watched, wondering how Babcock had already mastered the art of distraction necessary to avoid toddler meltdowns.

"Niles, is it time for lunch?" She asked him impatiently, reaching for Grace and picking the little girl and her bear up as she herself stood.

"Ah—yeah," he answered, a blush rising in his cheeks when he realized she'd had to voice the question twice.

"Good, because we've only had cookies since she woke up from her nap. What does she eat, anyway?" Carrying Grace, CC followed Niles toward the kitchen.

He glanced back at them. "Basically anything we do, though I have to take care to cut it into small pieces she can chew and swallow easily."

CC nodded.

"I'm beginning to be concerned for the other Sheffields," Niles said as he pulled out a chair in the kitchen for CC.

"Oh! I forgot to tell you. Maxwell called and said they're staying in a hotel because of the storm." CC handed him the baby and sat, placing the bear on the table away from the food.

Niles sighed theatrically. "Thanks for passing that along, Babs."

"I was working and got distracted," she defended herself. "And now you know, so why are you complaining? And why are we eating in the kitchen?"

"It's my day off, remember? I'm not hauling all the food into the dining room and serving just you and Miss Grace. You're going to have to slum it with the servant if you want any lunch," he said as he settled the baby into her highchair.

CC wrinkled her nose at him and didn't comment.

BREAK

After a more pleasant lunch than she had expected after that beginning, CC stood and lifted her plate.

"A Babcock clearing the table?" He teased, pretending to stagger in shock as he rose from his chair.

"Can it, drama queen, or I'll just leave it all for you. On your day off," she mocked him.

"Far be it from me to miss as rare an opportunity as this one," he said, and sat back down, crossing his arms and watching her.

"I'm not doing all the work, and I'm just about to rescind my offer to help," she said, narrowing her eyes.

He raised his hands in surrender and brought his own plate over to the counter. "All right, all right," he said, and brushed against her as he reached to open the dishwasher.

She drew in a short breath at the slight touch and stepped back, bumping into Grace's highchair.

"Careful, Babcock, I don't bite," he said.

She raised an eyebrow. "Too bad."

He shivered noticeably, and didn't have a response to that.

CC turned her back to him to hide her smile, and pulled Grace from the seat. She held her away from her body and sat her down beside the sink, then began cleaning her off as she had done after their cookie snack earlier. This time the baby's sweater was a lost cause, so she pulled it over her head.

While CC cleaned off the baby, Niles made quick work of the dishes, and they'd both just about finished the tasks at hand when they heard an ominous popping sound outside. The lights flickered once and went out, leaving the room brightened only by the small amount of sunlight that made it through the snow that still swirled outside.

"Shit," CC swore, and Grace began repeating the word in her singsong voice.

"That'll be a transformer blown," Niles said with a sigh. "Branches were hanging low when I got back from the penthouse. The snow's just too heavy."

"Can't you flip a breaker or something?" CC asked, though she knew he couldn't when she said it. "How long is this going to last?"

"I'm trying to remember the last nor'easter—I think we were out of electricity for two days. Wasn't it off at the penthouse?"

"My building has generators," she sniffed. "I wish we were there now." She didn't even notice that she'd included Niles and Grace in that wish, but his mouth softened slightly.

"Well, we certainly aren't venturing out in this storm. It's snowing even harder than it was earlier," he said. "Hush, Miss Grace, we can't have you talking like this sailor here, now can we?" He said, tapping the little girl's nose to distract her from continuing to repeat Miss Babcock's exclamation.

"The furnace doesn't work without electricity, does it?" CC questioned, imagining a chill already settling over the room and ignoring his description of her.

"No, but we have a fireplace in the library, as you know, and actually a fair amount of firewood in the garage."

"That's not going to keep our bedrooms warm," she said.

"No," he acknowledged. "We'll have to bring a mattress from upstairs, I think, if the transformer isn't repaired before tonight."

She looked at him. This couldn't possibly end well.


	15. Chapter 15

The afternoon passed slowly. CC reported the power outage to the utility company, and was chagrined to hear that work crews were stretched thin dealing with problems all over the city. In spite of her threats and do-you-know-who-I-ams, the customer service representative could make no assurances about electricity being restored before nightfall. After CC finished cursing, she turned immediately to making preparations.

"Let's get you a clean sweater, how about that?" She said to Grace, and carried the little girl up to the nursery. The hallway was dark, though some light did filter in through the windows of the bedrooms.

When they came down the back stairs into the kitchen, Niles was just elbowing his way through the door with an armful of wood for the fireplace. He'd made a decent-sized pile by the door already.

"Where do you keep flashlights and candles?" CC asked him, as he finished adding his load to the stack of wood.

"In the pantry," he responded, dragging his gloved hand across his forehead to absorb the moisture before it dripped into his eyes.

CC nodded and took Grace with her to rifle through the shelves for items they would need.

* * *

Arms full of power outage paraphernalia and a wriggly toddler with her trusty teddy bear, CC made her way towards the library and the promise of warmth. The house was already several degrees colder than it had been at lunch, and the furnace had only been nonfunctional for a couple of hours.

Stepping into the library, she uttered a curse. Apparently Niles hadn't had time yet to start a fire. She settled Grace on the sofa with her bear and an afghan and moved some of the kindling from the basket into the fireplace. Looking around, she didn't immediately see any matches, so she retrieved her lighter from her purse and went to the kitchen to get the newspaper she'd been reading earlier. Back in the library, she took special care to select the section about Andrew Lloyd Webber and wadded it up before placing it on the kindling. A flick of her thumb, and both  _Cats_  and  _Phantom_  went up in flames.

That was a little  _too_  satisfying, CC thought, as the kindling slowly caught fire, too. Bringing over a piece of firewood, she waited a few moments, then added it to the fire, and held her hands out to warm them.

She heard heavy footsteps behind her, and turned to see Niles, his arms full of more firewood. "Where did you learn to start a fire?" He asked.

"At summer camp in the Berkshires, where else?" She answered with a shrug, standing and putting her hands on her hips. "I have many skills that might surprise you. And good thing, too, since you were out playing in the snow while we were in here freezing."

He could have sworn she winked at him, then convinced himself it was a trick of the low light in the room. "You know very well that I've been carrying in wood just to keep your aged derrière warm, Babcock," he said, and if his scowl barely covered his grin, she didn't hold it against him.

"Babcock!" Grace exclaimed from the sofa, and they both turned to look at her. She lifted her arms, and CC stepped over to her.

"Why she wants me I'll never understand," CC said matter-of-factly to Niles, as she leaned to gather the baby and her blanket in her arms.

He added his wood to the rack near the fireplace. "I certainly can't think of any reason," he agreed, but his tone was so gentle as to be nearly tender, and CC looked over at him, surprised.

He cleared his throat. "What shall we do for dinner?" He asked, and noticed her visibly relax at the change in topic.

"Cookies!" Grace called out, and Niles and CC both laughed.

"Haven't you had enough cookies for one day, little miss?" Niles asked her, stepping close and smoothing her hair back.

Grace shook her head and repeated her suggestion, and CC said, "I think we should have a picnic in front of the fire. Things in the fridge should still be fine, right?"

Niles nodded. "You two stay in here and watch the fire, and I'll see what I can rustle up in the kitchen."

CC went upstairs and retrieved a couple of blankets and spread one out in front of the fire to protect the wood floor from Grace's dinner adventures. After adding a log to the flames, she lit several candles and placed them around the room to ward off darkness as it grew dusky outside. By the time she'd finished, Niles came in bearing a tray full of food, a flashlight balanced between two glasses to light his way through the shadowy hall.

"Dinner is served," he drawled, and sank to his knees to put the tray on the blanket. Grace toddled her way over to him, and CC followed.

Nice crusty bread, two kinds of cheese, olives, some berries, a couple jars of baby fruit and vegetables, and a few other items salvaged from the refrigerator: a surprisingly good meal for no electricity. And a bottle of merlot, because it had been a long day indeed. Niles had already opened it in the kitchen, and he leaned over to pour the wine into the glasses he'd brought.

Handing CC one, he raised his own and said, "To roughing it," with a grin.

CC tilted her head in acknowledgement and took a long sip. "Not bad," she said, and held her glass higher as Grace tried to reach for it. "This isn't for little girls," she told her, offering her the sippy cup Niles had brought. Placated, Grace drank her milk instead.

* * *

After they'd finished eating, Niles carried the remnants of the meal back to the kitchen, then hurried back to the warmth of the library.

"Thank goodness for the fireplace. It's at least 20 degrees cooler in the hall," he observed, closing the door behind him.

CC sat on the sofa beside Grace, who lay on her belly and was drifting off to sleep already, her bear clutched tightly in the crook of her elbow.

"You should probably bring down some mattresses," CC said to Niles, who had paused at the door.

"Some? One, and you'll be lucky to get it. Do you know how heavy a mattress is? Or how far away the bedrooms are from here?"

"How would I know how heavy a mattress is?" She shot him a bewildered look. "And fine. Grace and I can use the mattress and you can sleep on the sofa, if you're too lazy to bring something better down."

Niles looked heavenward. "Come on, then. I certainly can't do it by myself."

"Weakling," she taunted as she passed him on the way out the door.

* * *

"All right," she admitted, embarrassed that she was breathing hard. "I'll never admit to saying it, but maybe you had a point." She leaned against the banister and released her hold on the mattress. They'd chosen the smallest one in the house, but unfortunately, even the children had queen-sized beds.

"Whoa, Babcock," Niles grunted as he maneuvered it against the wall to keep it from sliding to the bottom of the stairs. "A little warning?"

Grumbling under her breath, she grabbed the mattress again, and within minutes, they had wrestled it into the library, closing the door quickly behind them to keep in the warm air and out the cold.

"Here, put it close to the fire," she instructed.

"Do you want to burn up in your sleep?" He asked, his tone sarcastically pleasant.

"Not that close, just close enough to be warm," she responded, narrowing her eyes at him.

They finally placed it in a spot that suited them both, for comfort and safety's sake. CC rejoined Grace on the sofa, tucking the afghan more tightly around the sleeping little girl.

"Please," Niles said dryly. "Let me go fetch the sheets and blankets."

* * *

The bed made, and some extra covers and pillows piled on one end of the sofa for Niles to use, they took turns braving the cold to change into sleepwear. Niles, his robe cinched around his waist, brought down supplies to change Grace's diaper, and then coaxed the grumpy toddler into her heaviest footy pajamas while CC was gone. The little girl began whimpering when he tried to help her lie down on the mattress.

"If you cry for Babcock, so help me," he began, then handed Grace her teddy bear. The little girl hugged the toy to her chest and calmed a bit.

The door opened and CC came in. "It's absolutely frigid in the rest of the house," she said, shivering for effect. She'd put on the robe Niles had gone to get for her, he noticed, and if he didn't know better, he would declare her nearly cuddly in the soft, fuzzy fabric.

"Yes, and aren't you in your element?" He asked.

She made a face. "I see you're in yours, stretched out doing nothing as usual. Don't get too comfortable in my spot," she retorted.

"Babcock, story," Grace called out to her, patting the bed so CC would sit beside her.

"I don't know any stories," CC grimaced.

"Mama," Grace added, and CC sucked in a breath and glanced over at Niles.

"I think she wants you to tell her a story about Mrs. Sheffield," Niles interpreted, his voice uncharacteristically compassionate.

"I don't—I…" CC trailed off, unsure if she could think of anything to tell the little girl that wouldn't make her own emotions spiral out of control. She thought she'd cried a lifetime's allocation of tears in the weeks following Sara's death, though she was disinclined to test that theory. But she had promised that her friend's youngest daughter would grow up remembering her mother, hadn't she?

Squaring her shoulders, CC kneeled on the mattress, then lifted the blankets so she could tuck them around her body. "When your mother and I were away at school, just a few years older than… your sister…" she began, and reached over to pull the sheet up to Grace's chin.


	16. Chapter 16

**A/N** : Hi, all (she said sheepishly). Sorry for the delay in posting this chapter. This'll teach me not to start posting before finishing a fic. My semester spiraled out of control. Please, if you're enjoying the story, let me know. Thanks to everyone who already has. And after the next week and a half or so, I should have more time to work on bringing it to a close.

* * *

"And that," CC finished with a flourish, "is what you do to boys who tell you you can't play with them because you're a girl."

Niles laughed out loud, not for the first time that evening. Grace, on the other hand, had drifted off to sleep just after CC began to explain the complicated scheme she and Sara had hatched together.

CC had to admit: she'd finished the story for Niles's benefit. She couldn't remember the last time she'd heard him laugh so openly.

"Remind me not to tell you you can't play with me, Miss Babcock," he said from his position stretched out on the couch. He crossed his arms behind his head and watched for her reaction.

Smirking, she retorted, "Why would I want to play with you?"

"I do know some remarkable games," he responded, waggling his eyebrows.

"So you keep claiming, but I haven't seen much proof," she taunted.

"Name the day and time," he said, and just for a moment, he was entirely earnest.

It was too much for CC. She averted her eyes and reverted to insults. "You wish," she said haughtily.

Niles cleared his throat. "Well. Be that as it may. What shall we do with the rest of the evening? Unless you're actually sleepy at…" he rolled onto his side to see the clock on the mantle. "Nine o'clock."

So he did wish it, CC thought, and felt a tingle run down her spine. "Not all that sleepy, no. But what is there to do in the dark? Don't even say it," she warned as he opened his mouth to respond.

He released a long suffering sigh. "Well, I'm not playing Monopoly with you, but I'm sure there's a deck of cards around here somewhere. You choose the game, and I'll brave the cold."

CC studied the room. "Let's move the sofa nearer to the fire. We can play there."

"Very well."

She shifted carefully so as not to disturb the sleeping baby as she slipped off the mattress. Straightening the blankets to ensure Grace's continued warmth, she then walked over to the sofa to help Niles lift it. "I've moved more furniture today than in my entire life," she observed.

"That doesn't surprise me," he drawled. "I'll be back in a moment with the cards," he said, and grabbing a flashlight, quickly opened the door and pulled it tight behind him.

* * *

CC shivered and looked at the cards in her hand before discarding one onto the pile on the cushion between her and Niles.

Glancing up at her, Niles said, "Cold, Babcock?"

"A bit," she acknowledged.

"Here, put your legs up on the sofa," he said, motioning towards his lap.

"And end our game? You must have a worse hand than the last round," she taunted.

"My cards are just fine, thank you very much. I was going to share my blanket but if you're too stubborn…" he trailed off, but began transferring the cards between them to the nearby mattress where Grace snuffled in what was her baby approximation of a snore.

Reluctant to get too comfortable with him, CC hesitated. Then she considered that they were both wearing pajamas, had just shared dinner and story time and what the hell. As she shifted on the sofa, leaning her knees against the back of it so her feet didn't quite touch his legs, Niles spread his cover over her. He kept the other end across his lap.

They both turned back to their cards.

* * *

Finishing the round, Niles shuffled the deck without asking if she wanted to play again. He dealt the cards, and CC scooted down on the sofa to ease an aching muscle in her lower back. Her toes nudged against Niles's shin, and she drew back immediately.

Niles glanced at her, and let his hand drop almost nonchalantly to cover her foot through the blanket. "Good lord, how can your feet be that chilled? Weren't you wearing socks earlier?"

"It's cold in here, genius," she scowled. "And I'm still wearing socks." She tried to jerk her foot away from him, but he held on.

"You need to get the blood circulating," he told her. "Here, let me…" His cards forgotten on the arm of the couch, he slipped his hands beneath the blanket, pulling both her feet against his warm leg.

She couldn't keep from wriggling her toes at the sensation.

He rubbed her cold toes gently, and she settled back against the sofa, telling herself this was mostly innocent. She didn't want frostbite, did she?

As her feet warmed, CC closed her eyes and enjoyed Niles's caresses. When he let his hands drift from her toes to the undersides of her feet, she yelped.

"You're ticklish," he crowed, delighted to have discovered this about her, and lightened his touch, dragging his nails across the bottoms of her socks.

She pulled away from him, wrapping her arms around her knees. "So what if I am," she sniffed.

Her sudden movement pulled the cover off his lap and he made a half-hearted grab for it. "Come on, don't pout," he wheedled. "Do you want me to freeze? You stole my blanket." He patted the cushion beside him, inviting her to resume her position.

"We should get some sleep," she said, handing his blanket back to him and rising from the couch.

Impulsively, Niles reached out and took her hand. "It's not so late," he said, his voice low.

She didn't pull away, but she avoided his gaze. "I'm tired of cards," she told him.

"Sit back down," he coaxed, "and I'll tell you one of my favorite stories about Mrs. Sheffield."

She glanced at him, raising an eyebrow as he let his thumb drift across her fingers. "What's it about? I probably already know it," she said suspiciously.

"No, you don't. You'll just have to listen to find out."

She moved towards her end of the couch, but he tugged on her hand and against her better judgment, she sat down closer to him. He pulled the blanket around their shoulders, cocooning her against him in shared warmth. Before he relaxed, he reached beneath the couch and, shaking the extra quilt to unfold it, draped it across their legs.

"This happened," he began, "oh, eight years ago or so. You must have been finishing your MBA about then, and Mr. Sheffield had only just moved to New York. This was the day he and the future Mrs. Sheffield met for the first time…"

As Niles spoke, CC felt all the tension leaving her body, and she nestled against his side. He nonchalantly brought his arm around her shoulders, and she let her head rest on his chest. She didn't even bother worrying about what a bad idea this was.


	17. Chapter 17

A sneeze woke Niles the next morning, thanks, perhaps, to the blonde hair that tickled his nose. Immediately after he sneezed, he froze. He realized three things almost simultaneously: one, the hair in question belonged to Miss Babcock; two, she lay on the sofa wrapped in his arms. But third and most concerning was the placement of his left hand, beneath her robe and firmly cupping a silk-clad breast.

She couldn't possibly still be asleep, could she, after the racket he'd just made in such close proximity to her ear? And yet he had no painful hand-shaped red mark on his face.

He began to slide his hand to a more innocent location, but as he did so, she shifted against him, making a sound between a groan and a whimper that traveled straight to his groin.

"Miss Babcock?" He whispered.

"Mmm," she responded, and wiggled her bottom even closer to him.

"Are you awake?" He choked out.

"Mmm," she repeated. "Shut up." She turned over, facing him and dislodging his hand. "I was having a great dream, you giant germ."

Niles swallowed and shrank back against the couch, trying not to touch her. "I apologize; I was sleeping. I didn't mean to maul you."

"I knew you were all talk," she nodded, pursing her lips into a smirk.

Before he could think of the dozen reasons why he shouldn't, Nile pushed her over onto her back as he shifted on top of her. She spread her legs automatically to accommodate his body, and he settled between her thighs, supporting his weight on his elbows. "Am not," he ground out, and thrust against her through their pajamas.

She drew in a breath. "Your hair is a disaster," she insulted, closing her eyes.

"Yours isn't so stylish either," he told her, and silently cursed himself for a liar. He wasn't sure he'd ever liked her hair more than he did that morning, as it tangled beneath her and caught the sun's pale light.

"It wasn't my hair you were interested in a minute ago," she said knowingly, and bumped her pelvis against his.

He moaned and let his eyes drift down to the gap created by the two halves of her robe. Her pajama top was low-cut enough to permit him see the tops of her breasts and he put his finger on the first button, slipping it open with one hand. Nudging the fabric apart, he lowered his lips to her skin and kissed her there.

He felt her shiver, and she slid her legs up on the sofa, gripping his hips more tightly. He looked into her eyes then.

But only briefly, before she tugged on his neck and arched up to meet his lips with hers.

Why did he feel so good? Of all the men in this godforsaken city, why was it this one who made her knees weak with just a kiss below her collarbone? There could be no future between her and the Sheffields' butler, she knew that much. No matter what Sara used to say. Didn't mean she couldn't enjoy him now, of course.

But for some reason CC couldn't quite grasp, that didn't appeal. And oh, god, now he was staring at her and she didn't like the look in his eyes so she kissed him.

He needed to shave and he needed to never shave and as he kissed her back, CC considered for the first time that she might actually be in trouble, here. Sara had said that if she'd just for a moment consider Max's old friend as a man and not a servant, well—and it was strange that talking about Sara with Niles was enough to make the memory of her less painful than it had been. CC could almost remember those conversations fondly, rather than as a knife slicing her open.

Niles slid his hand under the silk of her pajama top and all thoughts of Sara drifted away as his fingers drifted over her flesh. When he found her nipple, she couldn't hold back her moan, and her hips thrust of their own volition against him.

Feet away, Grace mumbled in her sleep and rolled onto her side on the large mattress, clutching her bear tightly in her arms. CC and Niles both stilled their movements and broke the kiss.

Niles drew in a ragged breath and rested his forehead against CC's, withdrawing his hand from under her top.

She closed her eyes and trailed her hands from his ribs to his hips and back in a movement that might have been intended to sooth. "She's still sleeping," CC observed, trying to reassure herself as well as him that nothing particularly untoward had happened with Grace in the room.

"We would never have—"

"Of course not." She interrupted him. "It's not like we forgot she was in the room." Even if she had, almost.

"Certainly not," Niles agreed, not making eye contact.

"Are you going to get off me?" She inquired pleasantly, moving her hand lazily down to the flannel of his pajama bottoms.

He bit his lip. "Ah—no," he responded. "Can't move just yet." He dropped his head to her chest and let his upper body rest on hers.

"Oof, you big lug," she complained, but ran her nails along his back. She grinned when he shivered.

"Might I suggest that you stop doing that, Miss Babcock?" His voice was nearly even.

"You might," she commented, and brought her hands to his scalp.

He muffled his groan against her breast, but otherwise did not respond as she brought her hands up to his hair.

The door to the library swung open quietly, so the first sound they heard was an exclamation. "What in God's name is going on here, Niles? CC? Have you two completely lost your minds?"

Maxwell stood in the doorway, an expression of shock on his face, freshly shaven, his clothing wrinkled but not much worse for having been worn yesterday, too. He carried a shopping bag from FAO Schwarz, and instead of the expected draft of cold air sweeping into the room behind him, it felt warm.

At his boss's statement, Niles slid off CC with as much dignity as he could muster. "I assure you, sir, nothing untoward has happened. You see, we were—"

"I have eyes, Niles, I can see what you were doing. With my daughter in the room," he said nastily.

"Give it a rest, Maxwell," CC said tiredly, standing and cinching the belt of her robe tightly around her waist. "Nothing happened, and Grace wouldn't even be awake now if you hadn't stormed in here like a maniac." She crouched down beside the mattress and picked up the little girl, smoothing her damp hair back. "Are you hot, baby? It's too warm in here, isn't it?"

"Hot, Babcock," Grace responded, and wrapped her arms around CC's neck.

Niles stood with his hands clasped behind his back, but as CC shot him a glance and then directed her gaze towards the fireplace, he stepped forward. "I'll see to the fire, Miss Babcock," he said helpfully.

Maxwell watched them incredulously. "I don't know what you two think you're doing, but you're not fooling anyone. I saw your position when I arrived and we will discuss this later."

CC turned to Niles and handed the little girl to him before facing Maxwell, danger flashing in her eyes. "No, Maxwell, we'll discuss it now." Niles knew from experience that her calm demeanor signaled rough waters ahead, but he suspected his boss hadn't realized that yet. Mr. Sheffield never had been very observant.


	18. Chapter 18

Niles took Grace into the kitchen and began preparing breakfast, settling the toddler into her high chair with some fruit to nibble. A better man than he might not have flipped on the intercom.

* * *

CC tightened the belt on her robe and sat regally on the sofa. If she might have preferred more professional attire for this confrontation with Maxwell, no one could have guessed it from her appearance. "Sit," she instructed him, gesturing to the sofa beside her.

Reluctantly, he did. "CC, what are you thinking? You and Niles—" He began.

Interrupting him, she said, "Are you sure you want to ask me that? When yesterday is the first notice you've taken of your children since Sara—?"

He bristled. "The children are well cared for."

"Of course they are, thanks to Niles," she retorted. "They need their father, now more than ever."

"Since when did you take an interest in my children?" He asked, eyes narrowed.

"Since I had to start helping put the baby to bed at night while you were out doing god knows what."

"Of course. I didn't suppose it was because you had a maternal bone in your body," he spat.

She recoiled. "And so I don't have children, Maxwell," she said quietly. "But I made a promise to Sara, and I intend to keep it."

"Did your promise include displays like the one I interrupted this morning? The butler, CC? What would your parents say?" His tone dripped with disdain.

CC glanced over at him. "Why do you care?"

"You misunderstand. Your liaisons are inconsequential to me, but when you bring them into my home, in front of my children—at that point I must insist that you learn to control yourself. You know nothing can come of a flirtation with Niles, so why pursue it, and make all our lives even more difficult?"

She flinched. In spite of his tone and his overwhelming arrogance, he voiced exactly her own concerns. "I thought Niles was your friend, Maxwell," she responded, sitting up straight.

"He is my friend, and it's his feelings I need to protect as much as the peaceful running of my household. I've seen how you operate, one man after another." Maxwell ran a hand through his hair, his expression tense.

"How I  _operate_? Go to hell," she bit out, and stood abruptly, reaching for her bag on the way out of the library. Ignoring the hurt caused by his words, she seized onto the rage instead, and dressed quickly in the powder room under the stairs. She was out the door before Maxwell even rose from the sofa in the library.

* * *

In the kitchen, Niles drew back from the speaker, feeling numb. The betrayal by his friend, and Miss Babcock's tacit acceptance of it, were more than he could overlook. He had long known that Mr. Sheffield didn't consider him an equal, but to interfere with this—whatever it was—with Babcock was beyond the pale.

Grimly, he dried his hands on his apron, then pulled it off his body and hung it on the rack. He lifted the baby from her highchair and headed for the library.

"Your daughter, sir," he said, holding Miss Grace out to her father. "I'll be taking the rest of the day off."

Maxwell took her, holding her awkwardly away from his body. "Look, Niles, I can't deal with this right now."

"Then perhaps you should look into hiring a nanny, sir," Niles said, his voice low.

He ignored that. "She's no good for you. How can you not see that? Do you know how many men she has burned over the years? I just don't see how you could involve yourself with her. Look, she's a good secretary, and she was Sara's friend, but she'll never have anything long-term with someone not of her own social station. And even then…" Maxwell lifted his brows.

The knowing expression on his boss's face made Niles more furious than he could remember being in recent history. "She has run the production company single-handedly while you have been… incapacitated. I know you're grieving and unhappy, but nothing gives you the right to speak of Miss Babcock in this way. Her history is not my concern, nor is it yours. And as for the future—we're none of us guaranteed any future at all, as we know too well." As he spoke, the anger drained from him, and his tone was solemn as he finished talking.

Maxwell lowered his head, defeated but unconvinced. "Mark my words, this will not end well."

"Perhaps not. But I must insist that you telephone Miss Babcock and apologize for your comments, if only to save your business from certain failure, if you can't see how much respect you owe her."

Maxwell was all astonishment, not having heard anything approaching an ultimatum from his butler since their days at Oxford. "Are you serious, old man?"

"Quite," Niles responded dryly. "If it's the peace of the household you want to maintain, she's integral to that. Sheffield Productions will fold without her."

* * *

CC held the telephone in her hand, staring at it in wonder. Maxwell had not once apologized to her in his life, even after refusing  _Cats_  without bothering to consult her, and then blaming her when it drew crowds in droves.

It hadn't been much of an apology, to be sure. A two-minute conversation, all but the first 20 seconds spent negotiating when she would be back in the office. But he had acknowledged that he had been out of line with his comments about her private life, which was more than she expected from him, frankly. And of course she'd go back to the mansion; in the time since Sara's death, the work had been her primary refuge, and she staked some of her self-respect on the production company's success and her talent for bringing that success about. The baby's attachment to her was another issue, and one she didn't particularly want to dwell on.

And, well. Though Maxwell could have couched his objections in less intrusive terms, she didn't think she and Niles had a future either. At least—.

She poured herself a double shot of bourbon, and gulped half of it.

And it was irresponsible to do—whatever it was they were doing—when more was at stake than their own satisfaction. She found many men as attractive—hell, more attractive—than she found Niles. But if she were honest with herself, which she preferred to avoid, kissing Niles terrified her in a way that sleeping with a dozen other men did not. It was inappropriate and unbecoming of a Babcock and at the end of the day, Maxwell had done her a favor, as inelegant and heavy-handed as he had been.

She'd just poured herself a second double when her doorbell rang, startling her so that she sloshed a bit of the amber liquid onto her sofa.

Grumbling a curse, she headed for the door.


End file.
